Mr. Richard Masson reports
BOREAL GOLD CLOSES NON-BROKERED PRIVATE PLACEMENT
Boreal Gold Inc. has closed its previously announced non-brokered private placement to raise aggregate gross proceeds of approximately $3-million. Under the offering, the company issued: (i) an aggregate of 10,155,000 units at a price of 25 cents per unit; and (ii) an aggregate of 1,317,800 Class A shares of the company that qualify as flow-through shares (as defined in Subsection 66(15) of the Income Tax Act (Canada)) at a price of 35 cents per flow-through share.
Each unit comprises one Class A share and one-half of one share purchase warrant. Each warrant entitles the holder thereof to acquire one Class A share, to be issued on a non-flow-through basis, at an exercise price of 35 cents until Feb. 12, 2028.
The proceeds from the units issued under the offering will be used for general corporate purposes. The proceeds from the flow-through shares issued under the offering will be used for the exploration and advancement of the company's North Star, Fay Lake and Melgurd Lake properties.
In connection with the closing of the offering, the company paid certain cash finders fees and issued an aggregate of 228,000 finder warrants to eligible finders in respect of subscriptions for units referred by such finders. Each finder warrant is exercisable to acquire one additional Class A share at an exercise price of 25 cents per finder warrant share until Feb. 12, 2028.
All securities issued in connection with the offering are subject to a statutory hold period under applicable Canadian securities laws, expiring June 13, 2026.
Multilateral Instrument 61-101
Insiders of the company acquired an aggregate of 420,000 flow-through shares in the offering (approximately $147,000 in subscriptions), which participation constitutes a related party transaction within the meaning of MI 61-101, Protection of Minority Security Holders in Special Transactions. However, such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the flow-through shares acquired by the insiders of the company nor the consideration for the flow-through shares paid by such insiders exceeds 25 per cent of the company's market capitalization for the purposes of MI 61-101. The company expects to file a material change report including details with respect to such related party transaction less than 21 days prior to the closing of the offering, which the company deems reasonable in the circumstances so as to be able to avail itself of available financing opportunities and complete the offering in an expeditious manner.
Early warning disclosure
Northfield Capital Corp. participated in the offering and acquired an aggregate of 2.04 million units.
Immediately prior to the closing of the offering, Northfield beneficially owned and exercised control and direction over an aggregate of 445,000 Class A shares and an aggregate of 208,500 warrants, representing approximately 2.5 per cent of the issued and outstanding Class A shares immediately prior to the closing of the offering (or approximately 3.6 per cent of the issued and outstanding Class A shares, calculated on a partially diluted basis, assuming the exercise of the 208,500 warrants only).
Immediately following the closing, Northfield beneficially owns and exercises control and direction over an aggregate of 2,485,000 Class A shares and an aggregate of 1,228,500 warrants, representing approximately 8.5 per cent of the issued and outstanding Class A shares upon closing of the offering (or approximately 12.2 per cent of the issued and outstanding Class A shares, calculated on a partially diluted basis, assuming the exercise of the 1,228,500 warrants only).
The units were acquired by Northfield pursuant to the offering and were not acquired through the facilities of any marketplace for the company's securities. Northfield may increase or decrease its investments in the company at any time or continue to maintain its current investment position, depending on market conditions or any other relevant factors. The units were acquired for aggregate consideration of $510,000.
This portion of this news release is issued pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires an early warning report to be filed on SEDAR+, accessible on SEDAR+, containing additional information with respect to the foregoing matters. A copy of the related early warning report may be obtained, following its filing, on the company's SEDAR+ profile or by contacting Northfield at 141 Adelaide St. W, Suite 301, Toronto, Ont., M5H 3L5, attention: Michael Leskovec, chief financial officer of Northfield Capital (telephone: 416-628-5940).
About Boreal Gold Inc.
Boreal Gold is a Canadian junior mineral exploration company with a specific focus on mineral properties in northwestern Manitoba and northeastern Saskatchewan, Canada. All of the issuer's properties are currently at the exploration stage. The issuer has assembled a portfolio of base metal and precious metal prospects in strategic locations in the provinces of Manitoba and Saskatchewan.
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